Foundation

BYLAWS
E.H. ANGLE EDUCATION AND RESEARCH FOUNDATION, INC.

Table of Contents

ARTICLE I.   NAME AND OFFICIAL STATEMENTS

1. The Name of This Organization is:
   THE E.H. ANGLE EDUCATION AND RESEARCH FOUNDATION,INC.
   1. Hereinafter referred to as any of the following designations:
      1. The E.H. Angle Education and Research Foundation
      2. The Angle Foundation
      3. The Corporation
2. OFFICES
   1. The Principal Office of the Corporation incorporated in the State of Wisconsin, shall be located in Wisconsin. The Corporation may have other office locations as designated by the Board of Directors.
   2. The registered Corporate Office is maintained in the State of Wisconsin as required by the Wisconsin Business Corporation Law. This office shall be the same as the Principal office except as may be required or designated by The Board of Directors.
   3. This Organization is a registered Wisconsin Nonstock Corporation organized as a professional organization existing in perpetuity.
3. LANGUAGE
   1. The English language shall be the only official language of the Angle Foundation.

ARTICLE II.   STATEMENT OF PURPOSE

1. The purpose of this Corporation shall be:
   1. The maintenance of a non-profit organization of charitable and educational character, including, but not limited to:
      1. The promotion of education of orthodontists.
      2. The promotion of research in the art and science of orthodontics and related basic sciences.
      3. The publication of the results of such research and the dissemination thereof among orthodontists.
      4. The complete ownership and control of a scientific journal and any other media for any of the above purposes.

ARTICLE III.   MEMBERSHIP

1. Classification and Definition of members:
   1. Members of the Corporation shall consist of those persons who are members in good standing of The Edward H. Angle Society of Orthodontists, Inc., also known as The Angle Society and EHASO.
   2. Termination of membership shall automatically occur if the member ceases to be a member of the Edward H. Angle Society of Orthodontists, Inc.
2. Duties of Members:
   1. All members with the exception of Honorary and Senior retired members of the Edward H. Angle Society of Orthodontists, Inc. shall subscribe and pay for, in advance, the current yearly subscription fee to the publication known as THE ANGLE ORTHODONTIST.
   2. All members with the exception of Honorary and Senior retired members of the Edward H. Angle Society of Orthodontists, Inc. shall promptly pay all special assessments, prorated evenly, for the operation of theCorporation that shall be determined necessary to insure continuous publication of THE ANGLE ORTHODONTIST and levied by official action of the Board of Directors.

ARTICLE IV.   OFFICERS

1. The principal officers of the Angle Foundation shall be:
   1. President
   2. Vice President
   3. Secretary
   4. Treasurer
2. Other officers may be appointed by the Board of Directors biennially as necessary to conduct the affairs of the Corporation. These appointees will serve as ex-officio members of the Board of Directors without vote.
   1. The elected Treasurer may be appointed business manager of The Angle Orthodontist.
   2. The elected Treasurer of the Edward H. Angle Society of Orthodontists, Inc. may be appointed a member-at-large of the Board of Directors of the Corporation.
   3. Any two (2) or more offices may be held by the same person except the offices of President and Secretary and the offices of President and Vice President.
3. The principal officers of the Corporation shall be nominated by the elected members of the Board of Directors.
4. Election and Term of Office
   1. The principal officers of the Corporation shall be elected by the members of the Foundation every two (2) years at a Biennial meeting of the Angle Society.
   2. Each officer shall hold office until his/her successor shall have been duly elected, or until his/her resignation, removal or death.
   3. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby.
5. Vacancy
   1. A vacancy in any principal office because of death, resignation, removal or otherwise shall be filled by vote of the Board of Directors for the unexpired portion of the term.
6. Officers' Duties
   1. The President
      1. The President shall be elected from among the directors and shall be the principal executive officer of the Angle Foundation.
      2. Preside over all meetings of the members and of the Board of Directors.
      3. Exercise active supervision of the business, property and affairs of the Corporation.
      4. Have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he/she shall deem necessary, to prescribe their powers, duties and compensations, and to delegate authority to them.
         1. Such agents and employees shall serve at the discretion of the President.
      5. Have authority to sign, execute, and acknowledge, on behalf of the Corporation all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporations regular business or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he/she may authorize any other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his/her place and stead.
      6. In general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
   2. The Vice President
      1. In the absence of the President, or in the event of his/her death, inability or refusal to act, or in the event for any reason that it shall be impracticable for the President to act personally, the Vice President shall perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President.
      2. Perform such other duties and have such authority as from time to time may be assigned to him/her by the President or by the Board of Directors.
   3. The Secretary
      1. The Secretary shall keep the minutes of the meetings and of the Board of Directors during their respective meetings in books provided for that purpose.
      2. See that all notices are duly given in accordance with these bylaws or as required by law.
      3. Be custodian of the Corporate Records and of the Seal of the Corporation and see that the Seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its Seal is duly authorized.
      4. Keep or arrange for the keeping of a register of the Post Office address of each member, which shall be furnished to the Secretary by the Component secretaries.
      5. In general perform all duties incident to the office of the Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the President or by the Board of Directors.
   4. The Treasurer
      1. The Treasurer shall have charge of and custody of all funds and securities of the Corporation and shall exercise the active supervision of all the financial affairs of the Corporation.
      2. Keep or arrange for the keeping of the correct books of account and exhibit said books and accounts at any reasonable time and place when called upon to do so by the Board of Directors and furnish statements when required by the President or by the Board of Directors.
      3. In general perform all of the duties incident to the office of Treasurer, and have such duties and exercise such other authority as from time to time may be delegated or assigned by the President or Board of Directors.
7. G. Removal of Officers
   1. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE V.   THE GOVERNING BODY

1. The governing body of this Corporation shall be a Board of Directors, consisting of one representative elected by and from each Component Society of The Edward H. Angle Society of Orthodontists, Inc., and the elected officers of the Corporation.
   1. The elected members of the Board of Directors shall serve for seven (7) years and shall be elected by the Component Societies at their first regular business meeting every seventh year or serve for a fractional term of less than seven (7) years to comply with Article V.A.2 below.
   2. The Component Societies shall elect their Directors in the year after hosting the Biennial Meeting of the EHASO and in the following order:
      1. 2008 Angle East
      2. 2010 Angle Southwest
      3. 2012 Angle North Atlantic
      4. 2014 Angle Northwest
      5. 2016 Angle Southern California
      6. 2018 Angle Midwest
      7. 2020 Angle Northern California
   3. Component election of Directors shall follow this rotation thereafter.
2. Duties of the Board of Directors
   1. The duties of the Board of Directors shall be:
      1. To act as the administrative and executive body of the Corporation. They shall have the power to make proposals governing the policies of the Corporation.
      2. Act as the nominating committee for the nomination of the officers of the Corporation.
      3. Have charge of all business of the Corporation not otherwise provided for.
      4. Shall manage and direct the publication of THE ANGLE ORTHODONTIST.
      5. Shall appoint and supervise the Editor of THE ANGLE ORTHODONTIST who will be responsible to the Board for all management and financial aspects of THE ANGLE ORTHODONTIST
      6. Shall determine from time to time salaries and compensation for the Editor, Treasurer, and other appointees of the Corporation.
      7. The Board of Directors shall have the power to appoint any person to act as assistant to any office or as agent in his/her stead, and such assistant or acting officer or other agent so appointed shall have the power to perform all the duties of the office to which he/she is so appointed to be assistant or as to which he/she is so appointed to act, subject to such limitations as the Board of directors shall prescribe.
3. Meetings of The Board Of Directors
   1. Regular Meetings
      1. Regular meetings shall be held without other notice other than this bylaw immediately before and at the place of the International Biennial Meeting of the Edward H. Angle Society of Orthodontists, Inc.
      2. The Board of Directors may provide by resolution, the time and place for holding additional regular meetings without notice other than such resolutions.
   2. Quorum Defined
      1. A majority five (5) of the number of directors as fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting.
      2. The act of the majority of the directors present at ameeting, at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws.
   3. Special Meetings
      1. Special meetings of the Board of Directors may be called at the request of the President or any three of the elected officers or directors. The person or persons calling such meeting may determine the time and place for holding any meeting called by them.
      2. Notice of any special meeting shall be given not later than six (6) weeks prior thereto by electronic or receipted mail to each director unless an emergency exists.
      3. The business of a special session shall be limited to that stated in the official call except by unanimous consent of those in attendance.
   4. Other Meetings
      1. Any action required or permitted by the Articles of Incorporation or bylaws or any provision of law to be taken by the Board of Directors at a meeting or by resolution, may be taken without a formal meeting.
         1. Telephone conference may be utilized in accordance with Article V.C.3.
         2. Written communications may be utilized in accordance with Article V.C.3.
4. Committees of Board
   1. Committees: The board, by resolution adopted by a majority of the entire board, may designate from among its members a committee each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

ARTICLE VI.   FINANCES

1. Contracts, Loans, Checks, Deposits and Assignment of Securities
   1. Contracts
      1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of the Corporation, and such authorization may be general or confined to specific instances.
   2. Loans
      1. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
   3. Checks, Drafts and Legal Tender
      1. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
   4. Deposits
      1. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.
2. Subscription and Assessment Fees
   1. Subscription and Assessment fees for the Foundation publication shall be collected by the Treasurer of the Society.
   2. The Treasurer of the Society shall transfer funds from any assessment and/or subscription fees to the Treasurer of the Foundation no later than December 31 of the year collected.
3. Indemnification of The Directors and Officers
   1. The Corporation shall subscribe to Directors and Officers (D&O) insurance to indemnify its members serving in these service positions.
4. Books and Records
   1. The Corporation shall keep correct and complete books and records of accounts.

ARTICLE VII.   MEMBERSHIP MEETINGS

1. Meetings of the General Membership
   1. The Corporation shall hold meetings at least once every two (2) years, at a time and place of the scheduled International Biennial meeting of the members of the Edward H. Angle Society of Orthodontists, Inc.

ARTICLE VIII.   QUORUM

A quorum shall consist of ten percent (10%) of the Active membership and must include representatives from a majority of the Component societies.

ARTICLE IX.   COMMITTEES

1. The President, at the direction of the Board of Directors, shall appoint such committees that may be necessary to perform all functions of the Corporation. Committees shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it or him or her by law.

ARTICLE X.   AMENDMENT

1. Amendments to the Angle Foundation Bylaws
   1. Amendments may originate with the Active membership or with the Board of Directors.
   2. Proposed amendments must be approved by a three-fourths (3/4) vote of the Board of Directors.
   3. Amendments must be adopted by a two-thirds (2/3) votes of all Angle Foundation members, all members having had an opportunity to vote, either in person or by written or electronic ballot.

ARTICLE XI.   VOTING

1. All voting power shall be vested in the Active, Active members-at-large and Senior Membership.
   1. In the event of a mail or electronic ballot, all ballots not returned within thirty (30) days will be cast as affirmative votes.

ARTICLE XII.   PARLIAMENTARY PROCEDURE

1. The Standard Code of Parliamentary Procedure by Sturgis shall govern all business procedures, unless otherwise provided.
2. All written communications of the Angle Foundation and its Board may be by postal mail or electronic means (facsimile, e-mail) or a combination of these methods, unless otherwise provided.
3.  

ARTICLE XIII.   CORPORATE SEAL

1. The Board of Directors shall provide a Corporate Seal which shall be circular in form and shall inscribe thereon the name of the Corporation and the words "Corporate Seal, Wisconsin."

ARTICLE XIV.   STANDING RULES

1. Rescinding, amending, modifying or suspension of the Standing Rules may be accomplished at any regular meeting by a vote of the Board of Directors.

ARTICLE XV.   DISSOLUTION

1. The corporation may be dissolved by a majority of the directors present at any regular meeting, if at least thirty (30) days written notice is given of intention to dissolve the corporation. Upon the dissolution of this Corporation, assets shall be distributed to The Angle Orthodontist Endowment. If this is not possible, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XVI.   DISPUTE RESOLUTION

1. Any dispute arising out of this foundation shall be arbitrated under the terms of this clause. The arbitration shall be carried out by a single arbitrator, who shall be agreed to by the parties to the dispute. If the parties cannot agree on the arbitrator, the arbitrator shall be selected by the Board. The person(s) initiating the arbitration procedure shall inform the other parties in writing of the nature of the dispute at the same time that he/she/they notifies the arbitrator. Within twenty-one (21) days after receipt of this notice, the other person(s) shall reply in writing. A arbitration meeting shall be held within thirty (30) days after the other person(s) reply. Each party shall be entitled to present whatever oral or written statements he/she/they wishes and may present witnesses. No person may be represented by an attorney or third party. The arbitrator shall make his/her decision in writing within fourteen (14) days after the arbitration hearing. If the person(s) to whom the demand for arbitration fails to respond within the proper time limit, the person(s) initiating the arbitration must give the other an additional seven (7) days written notice of "Intention to Proceed to Arbitration." If there is still no response, the person(s) initiating the arbitration may proceed with the arbitration before the arbitrator, and his/her/their award shall be binding. The cost of arbitration shall be borne by the parties as the arbitrator shall direct. The arbitration award shall be conclusive on the parties and shall be set in such a way that a formal judgment can be entered thereon in the court having jurisdiction over the dispute if either party so desires.

STANDING RULES

1. Editor and Treasurer Expenses: The Corporation shall underwrite the reasonable transportation and hotel room expenses of the Editor of The Angle Orthodontist and the Treasurer of the Angle Foundation incurred during their attendance at the International Biennial meeting. Additionally, registration and event fees will be complimentary for these persons.